{"id":40206,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notification-of-performance-share-award-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notification-of-performance-share-award-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notification-of-performance-share-award-walmart.html","title":{"rendered":"Notification of Performance Share Award – Walmart"},"content":{"rendered":"\n\n\n\n\n\n\n\n
\n

Name of Grantee:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Number of Shares:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Social Security Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Period:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WAL-MART STORES, INC. <\/strong><\/p>\n

STOCK INCENTIVE PLAN OF 2005 <\/strong><\/p>\n

PERFORMANCE SHARE AWARD <\/strong><\/p>\n

NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF
\nAWARD <\/strong><\/p>\n

This Performance Share Award Agreement (the “Agreement”) contains the terms
\nand conditions of the Performance Share Award granted to you by Wal-Mart Stores,
\nInc. (“Walmart”), a Delaware corporation, under the Wal-Mart Stores, Inc. Stock
\nIncentive Plan of 2005.<\/p>\n

1. Grant of Performance Share Award.<\/u> Walmart has granted to you,
\neffective on the Grant Date (shown above), the right to receive the Fair Market
\nValue of the number of Shares shown above (or such greater or smaller number of
\nShares as determined in accordance with Paragraph 6) as of the Vesting Date (as
\ndefined below). Such Fair Market Value shall be paid as soon as administratively
\nfeasible after the later of the Vesting Date or the Committee153s determination of
\nwhether, and the extent to which, the performance goals described in Paragraph 6
\nhave been satisfied. The form of payment shall be Shares.<\/p>\n

2. Stock Incentive Plan Governs.<\/u> The award and this Agreement are
\nsubject to the terms and conditions of the Wal-Mart Stores, Inc. Stock Incentive
\nPlan of 2005, as amended from time to time (the “Plan”). The Plan is
\nincorporated in this Agreement by reference and all capitalized terms used in
\nthis Agreement have the meaning set forth in the Plan, unless this Agreement
\nspecifies a different meaning. By signing this Notification, you accept this
\naward, acknowledge receipt of a copy of the Plan and the prospectus covering the
\nPlan and acknowledge that the award is subject to all the terms and provisions
\nof the Plan and this Agreement. You further agree to accept as binding,
\nconclusive and final all decisions and interpretations by the Committee of the
\nPlan upon any questions arising under the Plan, including whether, and the
\nextent to which, the performance goals described in Paragraph 6 have been
\nsatisfied.<\/p>\n

3. Subject to Shareholder Approval<\/u>. To the extent you are a “covered
\nemployee” within the meaning of Code Section 162(m), the award and this
\nAgreement are subject to, and conditioned upon, shareholder approval of the
\nmaterial terms of the performance goals stated in Paragraph 6 below.<\/p>\n

4. Payment<\/u>. You are not required to pay for this Performance Share
\nAward.<\/p>\n<\/p>\n

\n

5. Stockholder Rights<\/u>. Until your Performance Share Award vests and,
\nif applicable, Shares have been delivered to you:<\/p>\n

A. You do not have the right to vote your Performance Share Award; and<\/p>\n

B. You will not receive, or be entitled to receive, cash or non-cash
\ndividends on your Performance Share Award.<\/p>\n

6. Vesting of Performance Share Award<\/u>.<\/p>\n

A. Vesting<\/u>. On the Vesting Date set forth above, you shall become
\nvested in a number of Shares determined by multiplying the total number of
\nShares subject to your Performance Share Award (as shown above) by a percentage
\nbased on performance goals established by the Committee for the Performance
\nPeriod, provided you have not incurred a Forfeiture Condition described below.
\nYou will, by separate writing incorporated into this notice, be notified of the
\napplicable percentages and performance goals for the Performance Period.<\/p>\n

B. Forfeiture Conditions<\/u>. Subject to Paragraph 6C below, your
\nPerformance Share Award that would otherwise vest in whole or in part on the
\nVesting Date will not vest and shall be immediately forfeited if, prior to the
\nVesting Date:<\/p>\n

1. your Continuous Status as an Associate terminates for any reason (other
\nthan your death or Disability, to the extent provided in Paragraph 6C below); or\n<\/p>\n

2. you (a) have become or (b) are discussing or negotiating the possibility
\nof becoming, or (c) are considering an offer to become, or have accepted an
\noffer or entered into an agreement to become an employee, officer, director,
\npartner, manager, consultant to, or agent of, or otherwise becoming affiliated
\nwith, any entity competing or seeking to compete with Walmart or an Affiliate;
\nor<\/p>\n

3. you are subject to an administrative suspension, unless you are reinstated
\nas an Associate in good standing at the end of the administrative suspension
\nperiod, in which case your Performance Share Award would vest (as provided in
\nParagraph 6A) as of the date of such reinstatement; or<\/p>\n

4. you have not executed and delivered to the Company a Non-Disclosure and
\nRestricted Use Agreement, in a form to be provided to you by the Company.<\/p>\n

C. Accelerated Vesting; Vesting Notwithstanding Termination<\/u>. Your
\nPerformance Share Award will vest earlier than described in Paragraph 6A under
\nthe following circumstances:<\/p>\n

1. If your Continuous Status as an Associate is terminated by your
\nDisability, you will become vested in a number of Shares equal to the<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

number of Shares that would have become vested under Paragraph 6A had your
\nContinuous Status as an Associate continued through the Vesting Date described
\nin Paragraph 6A, prorated based upon the number of full calendar months during
\nthe Performance Period (as shown above) in which you had Continuous Status as an
\nAssociate. “Disability” for this purpose means you have a physical or mental
\ncondition resulting from bodily injury, disease or mental disorder that
\nconstitutes total disability under the Federal Social Security Act and for which
\nyou have actually been approved for Social Security disability benefits.<\/p>\n

2. If your Continuous Status as an Associate is terminated by your death on
\nor after ten years of service, you will become vested in a number of Shares
\nequal to the number of Shares that would have become vested under Paragraph 6A
\nhad your Continuous Status as an Associate continued through the Vesting Date
\ndescribed in Paragraph 6A. If your Continuous Status as an Associate is
\nterminated by your death before you have completed ten years of service, you
\nwill become vested in a number of Shares equal to the number of Shares that
\nwould have become vested under Paragraph 6A had your Continuous Status as an
\nAssociate continued through the Vesting Date described in Paragraph 6A, prorated
\nbased upon the number of full calendar months during the Performance Period (as
\nshown above) in which you had Continuous Status as an Associate.<\/p>\n

In the event of accelerated vesting under this Paragraph 6C, the Fair Market
\nValue of vested Shares, as determined above, shall be paid as soon as
\nadministratively feasible after the later of the Vesting Date or the Committee153s
\ndetermination of whether, and the extent to which, the performance goals
\ndescribed in Paragraph 6 have been satisfied. Payment shall be made in the form
\nof Shares.<\/p>\n

7. Taxes and Tax Withholding<\/u>.<\/p>\n

A. You will have taxable income in the amount of the Fair Market Value of any
\nShares paid to you under this Agreement.<\/p>\n

B. You must remit, on or prior to the due date thereof, the minimum amount
\nnecessary to satisfy all of the federal, state and local withholding (including
\nFICA) tax requirements imposed on Walmart (or the Affiliate that employs you)
\nrelating to this Agreement. The Committee may require you to satisfy these
\nminimum withholding tax obligations by any (or a combination) of the following
\nmeans: (i) a cash payment; (ii) withholding from compensation otherwise payable
\nto you; (iii) authorizing Walmart to withhold from the Shares otherwise
\ndeliverable to you under this Agreement as a result of the vesting of the
\nPerformance Share Award, if any, a number of Shares having a Fair Market Value,
\nas of the date the withholding tax obligation arises, less than or equal to the
\namount of the withholding obligation; or (iv) authorizing Walmart to withhold
\nfrom cash otherwise deliverable to you under this Agreement as a result of the
\nvesting of the Performance Share Award, if any, any amount less than or equal to
\nthe amount of the withholding obligation.<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

8. Performance Share Award Not Transferable<\/u>. Neither a Performance
\nShare Award, nor your interest in a Performance Share Award, may be sold,
\nconveyed, assigned, transferred, pledged or otherwise disposed of or encumbered
\nat any time. Any attempted action in violation of this paragraph shall be null,
\nvoid, and without effect.<\/p>\n

9. Other Provisions<\/u>.<\/p>\n

A. The value of the Performance Share Award will not be taken into account in
\ncomputing the amount of your salary or other compensation for purposes of
\ndetermining any pension, retirement, death or other benefit under any employee
\nbenefit plan of Walmart or any Affiliate, except to the extent such plan or
\nanother agreement between you and Walmart specifically provides otherwise.<\/p>\n

B. Determinations regarding this Agreement (including, but not limited to,
\nwhether, and the extent to which, the performance goals described in Paragraph 6
\nhave been satisfied, and whether an event has occurred resulting in the
\nforfeiture of or vesting of a Performance Share Award) shall be made by the
\nCommittee in accordance with this Agreement, and all determinations of the
\nCommittee shall be final and conclusive and binding on all persons.<\/p>\n

C. Neither this Agreement nor the Plan creates any contract of employment,
\nand nothing in this Agreement or the Plan shall interfere with or limit in any
\nway the right of Walmart or an Affiliate to terminate your employment or service
\nat any time, nor confer upon you the right to continue in the employ of Walmart
\nand\/or Affiliate. Nothing in this Agreement or the Plan creates any fiduciary or
\nother duty to you owed by Walmart, any Affiliate, or any member of the Committee
\nexcept as expressly stated in this Agreement or the Plan.<\/p>\n

D. Walmart reserves the right to amend the Plan at any time. The Committee
\nreserves the right to amend this Agreement at any time.<\/p>\n

E. By accepting this award Agreement, you agree to provide any information
\nreasonably requested from time to time.<\/p>\n

F. You acknowledge that you are not relying, and will not rely, on Walmart
\nfor any tax advice.<\/p>\n

G. This Agreement shall be construed under the laws of the State of Delaware.\n<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

Grantee:<\/p>\n

I acknowledge having received, read and understood the Plan and this
\nAgreement. I accept the terms and conditions of my Performance Share Award as
\nset forth in this Agreement, subject to the terms and conditions of the Plan\n<\/p>\n

By:
\n <\/u><\/p>\n

Name (please print): <\/u><\/p>\n

Agreed to and accepted this <\/u> <\/u> day of
\n<\/u> <\/u>, 200 <\/u>.<\/p>\n<\/p>\n

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